FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

SPERLING PETER V 		2. Issuer Name and Ticker or Trading Symbol

APOLLO GROUP INC [ APOL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Vice Chrmn of the Board
(Last)          (First)          (Middle)

4025 S. RIVERPOINT PKWY 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/17/2012
(Street)

PHOENIX, AZ 85040
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock   1/13/2012     S    25000   D $58.0432   (1) 2675340   (2) (3) D    
Class A Common Stock                  900000   I   John Sperling 1994 Irrevocable Trust   (4)
Class A Common Stock                  551156   I   Peter V. Sperling Revocable Trust   (5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  Represents the weighted average sale price per share. The actual sale prices ranged from a low of $57.86 to a high of $58.18. The Reporting Person will provide upon request by the Securities and Exchange Commission, the Issuer or any security holder of the Issuer full information regarding the number of shares sold at each separate price.
( 2)  Includes (i) 5,624 shares of the Issuer's Class A common stock subject to the RSU granted on July 6, 2011, (ii) 2,466 shares of the Issuer's Class A common stock subject to RSUs granted on July 6, 2010 and (iii) 1,216 shares of the Issuer's Class A common stock subject to RSUs granted July 2, 2009. The 5,624 shares underlying the July 6, 2011 RSUs will be issued as those units vest (subject to an initial performance-vesting requirement) in four successive equal installments on each of the August 31, 2012, July 6, 2013, July 6, 2014 and July 6, 2015 vesting dates. The 2,466 shares underlying the July 6, 2010 RSUs will be issued as those units vest in three successive equal installments on each of the July 6, 2012, July 6, 2013 and July 6, 2014 vesting dates. The 1,216 shares underlying the July 2, 2009 RSUs will be issued as those units vest in two successive equal installments on each of the July 2, 2012 and July 2, 2013 vesting dates. (footnote continued below)
( 3)  (continued from footnote 2 above) All of the RSUs are subject to accelerated vesting upon certain changes in ownership or control of the Issuer. Does not include (i) the performance share award made to the Reporting Person on July 6, 2011 for 330 target shares of the Issuer's Class A common stock and (ii) the performance share award made to the Reporting Person on July 6, 2010 for 1,161 target shares of the Issuer's Class A common stock. Those performance shares will not actually convert into any shares of the Issuer's Class A common stock unless the applicable performance goals are attained at threshold level or above.
( 4)  By self as co-trustee and beneficiary of the John Sperling 1994 Irrevocable Trust dated April 27, 1994.
( 5)  By self as trustee and beneficiary of the Peter V. Sperling Revocable Trust dated January 31, 1995.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
SPERLING PETER V
4025 S. RIVERPOINT PKWY
PHOENIX, AZ 85040 		X
Vice Chrmn of the Board

Signatures
By Brian L. Swartz for Peter V. Sperling 1/18/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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